The information in this joint proxy statement/prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS

PROXY STATEMENT FOR

EXTRAORDINARY GENERAL MEETING OF

FIFTH WALL ACQUISITION CORP. III

(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROXY STATEMENT FOR

SPECIAL MEETING OF MOBILE INFRASTRUCTURE CORPORATION

(A MARYLAND CORPORATION)

PROSPECTUS FOR                 SHARES OF COMMON STOCK OF FIFTH WALL ACQUISITION CORP. III

PROSPECTUS FOR                SHARES OF SERIES 1 PREFERRED STOCK OF FIFTH WALL ACQUISITION CORP. III

PROSPECTUS FOR                SHARES OF SERIES A PREFERRED STOCK OF FIFTH WALL ACQUISITION CORP. III

If the Merger is consummated, the existing stockholders of MIC will receive stock of New MIC as follows: (a) each issued and outstanding share of common stock, par value $0.0001 per share, of MIC (“MIC Common Stock”) (excluding shares owned by MIC and any of its subsidiaries (together, the “Mobile Companies” and each, a “Mobile Company”)), will be converted into the right to receive such number of shares of New MIC Common Stock equal to the Exchange Ratio (as defined below) and (b) each issued and outstanding share of Series 1 Convertible Redeemable Preferred Stock, par value $0.0001 per share, of MIC (the “MIC Series 1 Preferred Stock”) and Series A Convertible Redeemable Preferred Stock, par value $0.0001 per share, of MIC

(the “MIC Series A Preferred Stock” and, together with the MIC Series 1 Preferred Stock, the “MIC Preferred Stock”), will be converted into the right to receive one share of Series 1 Convertible Redeemable Preferred Stock, par value $0.0001 per share, of New MIC (the “New MIC Series 1 Preferred Stock”) or one share of Series A Convertible Redeemable Preferred Stock, par value $0.0001 per share, of New MIC (the “New MIC Series A Preferred Stock” and, together with the New MIC Series 1 Preferred Stock, the “New MIC Preferred Stock”), as applicable, having terms materially the same as the applicable MIC Series 1 Preferred Stock or MIC Series A Preferred Stock. In addition, upon the effectiveness of the First Merger, each of the outstanding and unexercised warrants to purchase MIC Common Stock (each, a “MIC Common Stock Warrant”) will become a warrant (a “New MIC Warrant”) to purchase that number of shares of New MIC Common Stock equal to the product of (a) the number of shares of MIC Common Stock that would have been issuable upon the exercise of such MIC Common Stock Warrant and (b) the Exchange Ratio, at an exercise price per share equal to the quotient determined by dividing the per share exercise price of such MIC Common Stock Warrant as of immediately prior to the closing of the Merger (the “Closing”) by the Exchange Ratio. Each outstanding share of MIC Common Stock that is held by any Mobile Company will be cancelled without payment of any consideration therefor and no Mobile Company will be entitled to any consideration by virtue of the Merger.

It is a condition to the consummation of the Merger that FWAC receive confirmation from Nasdaq or the NYSE that the New MIC Common Stock has been approved for listing on Nasdaq or the NYSE. There can be no assurance that such listing condition will be met. If such listing condition is not met, the Merger will not be consummated unless such listing condition is waived by the applicable parties.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS JOINT PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS JOINT PROXY STATEMENT/

PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This joint proxy statement/prospectus is dated                    , 2023, and is first being mailed to FWAC shareholders and MIC stockholders on or about                    , 2023.

Dear Shareholders of Fifth Wall Acquisition Corp. III and Stockholders of Mobile Infrastructure Corporation:

If the Merger is consummated, the existing stockholders of MIC will receive stock of New MIC as follows: (a) each issued and outstanding share of common stock, par value $0.0001 per share, of MIC (“MIC Common Stock”) (excluding shares owned by MIC and any of its subsidiaries (together, the “Mobile Companies” and each, a “Mobile Company”)), will be converted into the right to receive such number of shares of New MIC Common Stock equal to the Exchange Ratio (as defined below) and (b) each issued and outstanding share of Series 1 Convertible Redeemable Preferred Stock, par value $0.0001 per share, of MIC (the “MIC Series 1 Preferred Stock”) and Series A Convertible Redeemable Preferred Stock, par value $0.0001 per share, of MIC (the “MIC Series A Preferred Stock” and, together with the MIC Series 1 Preferred Stock, the “MIC Preferred Stock”), will be converted into the right to receive one share of Series 1 Convertible Redeemable Preferred Stock, par value $0.0001 per share (the “New MIC Series 1 Preferred Stock”), of New MIC or one share of Series A Convertible Redeemable Preferred Stock, par value $0.0001 per share (the “New MIC Series A Preferred Stock” and, together with the New MIC Series 1 Preferred Stock, the “New MIC Preferred Stock”), of New MIC, as applicable, having terms materially the same as the applicable MIC Series 1 Preferred Stock or

MIC Series A Preferred Stock. In addition, upon the effectiveness of the First Merger (the “First Effective Time”), each of the outstanding and exercisable warrants to purchase MIC Common Stock (each, a “MIC Common Stock Warrant”) will become a warrant (a “New MIC Warrant”) to purchase that number of shares of New MIC Common Stock equal to the product of (a) the number of shares of MIC Common Stock that would have been issuable upon the exercise of such MIC Common Stock Warrant and (b) the Exchange Ratio, at an exercise price per share equal to the quotient determined by dividing the per share exercise price of such MIC Common Stock Warrant as of immediately prior to the closing of the Merger (the “Closing”) by the Exchange Ratio. Each outstanding share of MIC Common Stock that is held by any Mobile Company will be cancelled without payment of any consideration therefor and no Mobile Company will be entitled to any consideration by virtue of the Merger.

FWAC Extraordinary General Meeting

FWAC is a Cayman Islands exempted company established for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business transaction

with one or more businesses or entities, which we refer to as a “target business.” Holders of FWAC Ordinary Shares (as defined below) will be asked to consider and approve, among other things, the Merger and the other related proposals set forth in the accompanying joint proxy statement/prospectus.

FWAC’s Founders (as defined below), including Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands limited liability company (“Sponsor”), and its officers and directors, who own approximately 22.1% of FWAC Ordinary Shares as of the FWAC Record Date, have separately agreed to vote their FWAC Ordinary Shares in favor of the proposals to which they are entitled to vote set forth in this joint proxy statement/prospectus.

TO EXERCISE YOUR REDEMPTION RIGHTS AS A FWAC SHAREHOLDER, YOU MUST (I): (A) HOLD FWAC CLASS A SHARES, AND (II) PRIOR TO 5:00 P.M., EASTERN TIME, ON            , 2023, (A) SUBMIT A WRITTEN REQUEST TO CONTINENTAL THAT FWAC REDEEM YOUR FWAC CLASS A SHARES FOR CASH AND (B) DELIVER YOUR FWAC CLASS A SHARES TO CONTINENTAL PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN THIS JOINT PROXY STATEMENT/PROSPECTUS. IF THE MERGER IS NOT CONSUMMATED, THEN THE FWAC CLASS A SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “FWAC’S EXTRAORDINARY GENERAL MEETING—REDEMPTION RIGHTS” IN THIS JOINT PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

MIC Special Meeting

At the MIC Meeting, holders of shares of MIC Common Stock will be asked to consider and vote on (i) a proposal to approve an amendment deleting provisions related to Roll-Up Transactions (as defined below) from the MIC charter (the “MIC Charter”) (the “Charter Amendment Proposal”), (ii) a proposal to approve the Merger and the other transactions contemplated by the Merger Agreement (the “MIC Merger Proposal”), (iii) a proposal to approve, by advisory (nonbinding) vote, the compensation that may be paid or become payable to the named executive officers of MIC in connection with the Merger (the “Compensation Proposal”) and (iv) a proposal to approve the adjournment of the MIC Meeting from time to time, if necessary or appropriate, including to solicit additional proxies in favor of the Charter Amendment Proposal or the MIC Merger Proposal, if there are insufficient votes at the time of such adjournment to approve the Charter Amendment Proposal or the MIC Merger Proposal.

If approved, the Charter Amendment Proposal would remove certain substantive and procedural protections relating to roll-up transactions, or Roll-Up Transactions, from the MIC Charter, which would eliminate certain protections that would otherwise apply to the Merger. For example, the MIC Charter provides that prior to conducting a Roll-Up Transaction, MIC would be required to obtain an appraisal of MIC’s net assets. In addition, as part of a Roll-Up Transaction, MIC would be required to provide stockholders certain rights including the right to remain as a stockholder of MIC and preserve their interests therein on the same terms and conditions as existed previously, or to receive cash in an amount equal to the stockholder’s pro rata share of the appraised value of the net assets of MIC, even if the MIC Board concludes that the transaction would be in MIC’s best interests. The Merger is conditioned on approval of the Charter Amendment Proposal, and therefore, if the Charter Amendment Proposal and MIC Merger Proposal are approved, MIC stockholders will not be entitled to the benefit of these protections in connection with the Merger. See “Risk Factors—Risks Related to MIC’s Business and Industry—MIC is seeking the approval of its common stockholders of the Charter Amendment, which would delete from the MIC Charter provisions related to Roll-Up Transactions, such as the Merger; MIC stockholders will not be entitled to the benefit of these protections in connection with the Merger” of this joint proxy statement/prospectus.

Your vote is very important, regardless of the number of shares of MIC Common Stock you own. The record date for determining the stockholders entitled to receive notice of, and to vote at, the MIC Meeting is the close of business on                    , 2023 (the “MIC Record Date”). The Merger cannot be completed without the approval of the holders of the shares of MIC Common Stock. All holders of MIC Preferred Stock at the close of business on the MIC Record Date are entitled to notice of, but may not vote at, the MIC Meeting. The vote of the holders of MIC Preferred Stock is not required to approve any of the proposals at the MIC Meeting and is not being solicited. Please read carefully this joint proxy statement/prospectus in its entirety. The obligations of MIC and FWAC to consummate the Merger are subject to the satisfaction or waiver of certain conditions set forth in

the Merger Agreement. More information about FWAC, MIC, the MIC Meeting, the Charter Amendment Proposal, the Compensation Proposal, the Merger Agreement and the MIC Merger Proposal is included in this joint proxy statement/prospectus. You should also consider carefully the risks that are described in the “Risk Factors” section of this joint proxy statement/prospectus.

We encourage you to read this joint proxy statement/prospectus carefully. In particular, you should review the matters discussed under the section titled “Risk Factors”.

8

Fifth Wall Acquisition Corp. III

1 Little West 12th Street

4th Floor

New York, New York 10014

(310)-853-8878 

NOTICE OF EXTRAORDINARY GENERAL MEETING OF

FIFTH WALL ACQUISITION CORP. III SHAREHOLDERS

To Be Held on                    , 2023

To Fifth Wall Acquisition Corp. III Shareholders:

NOTICE IS HEREBY GIVEN, that you are cordially invited to attend a meeting of the shareholders of Fifth Wall Acquisition Corp. III (“FWAC,” “we,” “our,” or “us” and, after the Domestication as described below, “New MIC”), which will be held at        :        a.m., Eastern time, on            , 2023, at 200 Park Avenue, New York, New York 10166-0193 and via a virtual meeting format at            , or at such other time, on such other date and at such other place to which the meeting may be adjourned (the “FWAC Meeting”). You can participate in the FWAC Meeting as described in the section titled “FWAC’s Extraordinary General Meeting” in the accompanying joint proxy statement/prospectus. During the FWAC Meeting, FWAC’s shareholders will be asked to consider and vote upon the following proposals, which we refer to herein as the “FWAC Proposals:”

The Merger Proposal, the Domestication Proposal, the Charter Proposal and the Nasdaq Proposal are each cross-conditioned on the approval of each other (the “Cross-Conditioned Proposals”). Each of the Directors Proposal and the Share Plan Proposal is conditioned on the approval of the Cross-Conditioned Proposals. Each of the Domestication Proposal and the Charter Proposal requires approval by special resolution, which is the affirmative vote of a two-thirds majority of the votes cast by the holders of the issued and outstanding ordinary shares of FWAC represented in person or by proxy and entitled to vote thereon and who vote at the FWAC Meeting. Each of the Merger Proposal, Governance Proposals, Directors Proposal, Share Plan Proposal, Nasdaq Proposal and FWAC Adjournment Proposal require approval by ordinary resolution, which is the affirmative vote of a majority of the votes cast by the holders of the issued and outstanding ordinary shares of FWAC represented in person or by proxy and entitled to vote thereon and who vote at the FWAC Meeting. Under the terms of the Memorandum and Articles of Association, only the holders of FWAC Class B Shares are entitled to vote on the election of directors to the FWAC board of directors (the “FWAC Board”). Therefore, only holders of the FWAC Class B Shares will vote on the Directors Proposal at the FWAC Meeting.

It is important for you to note that in the event that the Merger Proposal is not approved, FWAC will not consummate the Merger. If FWAC does not consummate the Merger and fails to complete an initial business combination by May 27, 2023, FWAC will be required to dissolve and liquidate, unless FWAC seeks shareholder approval to amend the Memorandum and Articles of Association to extend the date by which an initial business combination may be consummated.

Only FWAC shareholders who hold FWAC Ordinary Shares of record as of the close of business on , 2023 (the “FWAC Record Date”) are entitled to vote at the FWAC Meeting or any postponement or adjournment of the FWAC Meeting. As of the FWAC Record Date, there were 35,282,000 FWAC Ordinary Shares issued and outstanding and entitled to vote. This joint proxy statement/prospectus is first being mailed to FWAC shareholders on or about                    , 2023.

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

Whether or not you plan to participate in the FWAC Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the Internet or by telephone as promptly as possible in order to ensure your representation at the FWAC Meeting no later than the time appointed for the FWAC Meeting or any postponement or adjournment thereof. Voting by proxy will not prevent you from voting your FWAC Ordinary Shares if you subsequently choose to participate in the FWAC Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the FWAC Meeting, you must obtain a “legal proxy” issued in your name from that record holder. Only shareholders of record at the close of business on the FWAC Record Date may vote at the FWAC Meeting or any postponement or adjournment thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the FWAC Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the FWAC Meeting.

You may revoke a proxy at any time before it is exercised at the FWAC Meeting by executing and returning a proxy card dated later than the previous one, by participating in the FWAC Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to Morrow Sodali LLC (“Morrow Sodali”), that is received by the proxy solicitor before we take the vote at the FWAC Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

FWAC’s Board recommends that FWAC shareholders vote “FOR” each of the FWAC Proposals. When you consider the FWAC Board’s recommendation of the FWAC Proposals, you should keep in mind that FWAC’s directors and officers have interests in the Merger that may conflict or differ from your interests as a shareholder. See the section titled “The Merger—Interests of Certain Persons in the Merger-FWAC.”

On behalf of the FWAC Board, I thank you for your support and we look forward to the successful consummation of the Merger.

By Order of the Board of Directors of Fifth Wall Acquisition Corp. III,

IF YOU RETURN YOUR EXECUTED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE FWAC PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (A) HOLD FWAC CLASS A SHARES; AND (B) PRIOR TO 5:00 P.M., EASTERN TIME, ON                    , 2023, (I) SUBMIT A WRITTEN REQUEST TO CONTINENTAL THAT FWAC REDEEM YOUR FWAC CLASS A SHARES FOR CASH AND (II) DELIVER YOUR FWAC CLASS A SHARES TO CONTINENTAL PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN THE JOINT PROXY STATEMENT/PROSPECTUS. IF THE MERGER IS NOT CONSUMMATED, THEN THE FWAC CLASS A SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “FWAC’S EXTRAORDINARY GENERAL MEETING—REDEMPTION RIGHTS” IN THIS JOINT PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

30 W. 4th Street

Cincinnati, Ohio 45202

(513) 834-5110

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON                    , 2023

Dear Stockholders of Mobile Infrastructure Corporation:

We are pleased to invite you to attend a special meeting of stockholders of Mobile Infrastructure Corporation, a Maryland corporation (“MIC,” “we,” “our,” or “us”). The special meeting of stockholders (the “MIC Meeting”) will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. No physical meeting will be held. The MIC Meeting will be held on                 , 2023, at    , Eastern Time, to consider and vote upon the following matters:

Please refer to the attached joint proxy statement/prospectus for further information with respect to the business to be transacted at the MIC Meeting.

A Convertible Redeemable Preferred Stock, par value $0.0001 per share, of MIC and Series 1 Convertible Redeemable Preferred Stock, par value $0.0001 per share, of MIC (collectively, the “MIC Preferred Stock”), at the close of business on the MIC Record Date are entitled to notice of, but may not vote at, the MIC Meeting. The vote of the holders of MIC Preferred Stock is not required to approve any of the proposals at the MIC Meeting and is not being solicited.

To be approved, the Charter Amendment Proposal and the MIC Merger Proposal each require the affirmative vote of a majority of all the votes entitled to be cast by holders of outstanding shares of MIC Common Stock as of the MIC Record Date at the MIC Meeting on such proposal. To be approved, the Compensation Proposal and Adjournment Proposal each require the affirmative vote of a majority of the votes cast by holders of outstanding shares of MIC Common Stock entitled to vote at the MIC Meeting on such proposal.

Your vote is important. Whether or not you expect to participate in the MIC Meeting, please authorize a proxy to vote your shares of MIC Common Stock as promptly as possible by: (a) accessing the Internet website specified on your proxy card; (b) calling the toll-free number specified on your proxy card; or (c) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your MIC Common Stock may be represented and voted at the MIC Meeting.

MIC’s board of directors recommends that the holders of MIC Common Stock vote “FOR” each of the proposals. When you consider the MIC board of directors’ recommendation of these proposals, you should keep in mind that MIC’s directors and officers have interests in the Merger that may conflict or differ from your interests as a stockholder. See the section titled “The Merger—Interests of Certain Persons in the Merger-MIC.”

If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction card furnished by your broker, bank or other nominee.

By Order of the Board of Directors of Mobile Infrastructure Corporation,

WHERE YOU CAN FIND MORE INFORMATION

Each of MIC and FWAC files annual, quarterly and current reports, proxy statements and other information with the United States Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended, or the Exchange Act. The SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, including MIC and FWAC, who file electronically with the SEC. The address of that site is www.sec.gov.

Investors may also consult the website of MIC for further information concerning the Merger. The website of MIC is www.mobileit.com. Information included on this website is not incorporated by reference into this joint proxy statement/prospectus.

You can obtain any of these documents from the SEC through the website of the SEC at the address described above or from the websites of MIC and FWAC for the documents MIC and FWAC file with the SEC. In addition, you may request information from FWAC or MIC in writing or by telephone at the following addresses:

In addition, MIC has engaged Georgeson LLC, or Georgeson, as proxy solicitor for the MIC Meeting. Any questions about the Charter Amendment, the Merger or Compensation Proposal, requests for additional copies of documents or assistance authorizing a proxy or voting your shares of MIC Common Stock may be directed to the following address:

Georgeson LLC

1290 Avenue of the Americas, 9^th Floor

New York, New York 10104

All Stockholders Call Toll-Free: (866) 431-2105

If you are a MIC stockholder and would like to request documents, please do so by            , 2023, to receive them before the MIC Meeting.

FWAC has engaged Morrow Sodali LLC (“Morrow Sodali”), as proxy solicitor for the FWAC Meeting. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by FWAC with the SEC, such information is available without charge upon written or oral request. Please contact FWAC’s proxy solicitor:

Morrow Sodali LLC

509 Madison Avenue, Suite 1206

New York, New York 10022

Call Collect: +1 (203) 658-9400

Call Toll Free: (800) 662-5200

E-mail: IMRA@info.morrowsodali.com

If you would like to request documents, please do so no later than             , to receive them before the FWAC Meeting. Please be sure to include your complete name and address in your request. Please see “Where You Can Find Additional Information” to find out where you can find more information about FWAC and MIC.

i

ii

iii

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated             , 2023, and you should assume that the information contained in this joint proxy statement/prospectus is accurate only as of such date or as of such other date specified herein. Neither our mailing of this joint proxy statement/prospectus to MIC stockholders or FWAC shareholders nor the issuance of New MIC Common Stock or New MIC Preferred Stock in connection with the Merger will create any implication to the contrary.

You should not construe the contents of this joint proxy statement/prospectus as legal, tax or financial advice. You should consult with your own legal, tax, financial or other professional advisors. All summaries of, and references to, the agreements governing the terms of the transactions described in this joint proxy statement/prospectus are qualified by the full copies of and complete text of such agreements in the forms attached hereto as annexes, which are also available on the Electronic Data Gathering Analysis and Retrieval System of the SEC website at www.sec.gov.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement/prospectus regarding FWAC has been provided by FWAC and information contained in this joint proxy statement/prospectus regarding MIC has been provided by MIC.

1

FREQUENTLY USED TERMS

We use certain defined terms throughout this joint proxy statement/prospectus that have the following meanings:

2

3

4

5

6

7

8

9

10

11

12

13

14

15

BASIS OF PRESENTATION

Numerical figures included in this joint proxy statement/prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

Unless specified otherwise, amounts in this joint proxy statement/prospectus are presented in United States (“U.S.”) dollars.

Defined terms in the financial statements contained in this joint proxy statement/prospectus have the meanings ascribed to them in the financial statements.

16

MARKET AND INDUSTRY INFORMATION

17

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

18

19

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this joint proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this joint proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this joint proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of FWAC and MIC prior to the Merger, and New MIC following the Merger. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can FWAC or MIC assess the impact of all such risk factors on the business of FWAC and MIC prior to the Merger, and New MIC following the Merger, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to FWAC or MIC or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. FWAC and MIC prior to the Merger, and New MIC following the Merger, undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

20

QUESTIONS AND ANSWERS

The following are some questions that you, as a shareholder of FWAC or a stockholder of MIC, may have regarding the proposals being considered at the extraordinary meeting of FWAC and at the special meeting of MIC and answers to those questions. The following questions and answers do not include all the information that may be important to FWAC shareholders and MIC stockholders. You should carefully read this joint proxy statement/prospectus in its entirety, including the annexes, and the other documents to which this joint proxy statement/prospectus refers or incorporates by reference, because the information in this section may not provide all the information that might be important to you.

QUESTIONS AND ANSWERS ABOUT THE MERGER

Q. What is the proposed transaction?

Q. What will I receive in the proposed transaction?

A. FWAC. As a result of and upon the effective time of the Domestication, among other things, (a) each then issued and outstanding FWAC Class A Share (including the Private Placement Shares (as defined below)), will convert automatically, on a one-for-one basis, into a share of New MIC Common Stock; and (b) each then issued and outstanding FWAC Class B Share will convert automatically, on a one-for-one basis, into a share of New MIC Common Stock.

MIC. In the Merger, holders of shares of MIC Common Stock will be entitled to receive for each share of Common Stock such number of shares of New MIC Common Stock equal to the Exchange Ratio (as defined below).

Additionally, each issued and outstanding share of MIC Series 1 Preferred Stock and MIC Series A Preferred Stock will be converted into the right to receive one share of New MIC Series 1 Preferred Stock or one share of New MIC Series A Preferred Stock, as applicable, having terms materially the same as the applicable MIC Series 1 Preferred Stock or MIC Series A Preferred Stock.

Q: Why are FWAC and MIC proposing the Merger?

A: FWAC. FWAC is a blank check company formed specifically as a vehicle to effect a merger, capital stock exchange, asset acquisition, share purchase, reorganization, recapitalization or similar business combination with one or more target businesses. In the course of FWAC’s search for a business combination partner, FWAC investigated the potential acquisition of many entities in various industries, including MIC, and concluded that MIC was the best candidate for a business combination with FWAC. For more details on FWAC’s search for a business combination partner and the FWAC Board’s reasons for selecting MIC as FWAC’s business combination partner, see “The Merger—Background of the Merger” and “The Merger—FWAC Board’s Discussion of Valuation and Reasons for the Approval of the Merger” included in this joint proxy statement/prospectus.

MIC. MIC is proposing the Merger for a number of reasons, including to provide its common stockholders access to liquidity and ownership in a publicly-traded company. Although MIC is a reporting company under the Exchange Act, the MIC Common Stock is not listed on a national securities exchange and shares of MIC Common Stock have only traded minimally in the over-the-counter market.

21

To review, in greater detail, the reasons for the approval of the Merger by the MIC Board and the factors the MIC Board considered in determining that the Merger and the other transactions contemplated by the Merger Agreement are advisable to, and in the best interests of MIC, including negative factors considered by the MIC Board, see “The Merger—Recommendation of the MIC Board and Its Reasons for the Merger and the Other Transactions” of this joint proxy statement/prospectus. Notwithstanding the foregoing, the Merger poses risks to MIC, MIC’s stockholders, New MIC and New MIC’s stockholders, and MIC, MIC’s stockholders, New MIC and New MIC’s stockholders may not realize the benefits of the Merger. See “Risk Factors—Risks Related to Ownership of New MIC’s Securities Following the Merger” and “Risk Factors—FWAC’s Business and the Merger” of this joint proxy statement/prospectus.

Q: What is the purpose of this document?

Each of FWAC and MIC will hold separate extraordinary or special meetings of their shareholders and stockholders, respectively, to obtain these approvals and approvals for other related proposals as described herein.

This joint proxy statement/prospectus contains important information about the Merger and the other proposals being voted on at the FWAC Meeting and the MIC Meeting. You are encouraged to carefully read this joint proxy statement/prospectus, including the section titled “Risk Factors,” and all the annexes hereto. It is a joint proxy statement because the FWAC Board is soliciting proxies from its shareholders and the MIC Board is soliciting proxies from its stockholders. It is a prospectus because FWAC will issue shares of New MIC Common Stock and New MIC Preferred Stock. The enclosed voting materials allow you to vote your shares without attending your respective meeting.

22

Your vote is important. We encourage you to vote as soon as possible.

Q. Are there any conditions to the closing of the Merger that must be satisfied for the Merger to be completed?

A. The conditions of the Merger set forth in the Merger Agreement, among others, include:

In addition to the approvals of FWAC shareholders and MIC stockholders described herein, there are a number of conditions that must be satisfied or waived for the Merger to be consummated. For further information, see “The Merger—The Merger Agreement—Closing Conditions” of this joint proxy statement/prospectus.

Q: Are any of the proposals conditioned on one another?

A: FWAC. Yes. Each of Proposals 1, 2, 3 and 7 is cross-conditioned on the approval of each other (the “Cross-Conditioned Proposals”). Each of the Directors Proposal and the Share Plan Proposal is conditioned on the Cross Conditioned Proposals. The FWAC Adjournment Proposal and the Governance Proposals are not conditioned upon the approval of any other proposal set forth in this joint proxy statement/prospectus. It is important for you to note that in the event that any of the Cross-Conditioned Proposals are not approved, then FWAC will not consummate the Merger. In the absence of shareholder approval for a further extension, if FWAC does not consummate the Merger and fails to complete an initial business combination by May 27, 2023, FWAC will be required to dissolve and liquidate.

MIC. Yes, the MIC Merger Proposal and Charter Amendment Proposal are conditioned on the approval of each other. If either the MIC Merger Proposal or Charter Amendment Proposal is not approved, MIC will not consummate the Merger. The Compensation Proposal is not conditioned upon the approval of any other proposal set forth in this joint proxy statement/prospectus.

Q. How do the boards of directors of FWAC and MIC recommend that I vote?

A. FWAC. The FWAC Board unanimously recommends that holders of FWAC Ordinary Shares vote “FOR” each of the FWAC Proposals.

MIC. The MIC Board unanimously recommends that MIC stockholders vote “FOR” the Charter Amendment Proposal, “FOR” the MIC Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

23

Q. How many votes do I have?

Q: What constitutes a quorum?

A: FWAC. FWAC shareholders representing a majority of the issued and outstanding shares as of the FWAC Record Date and entitled to vote at the FWAC Meeting must be present in person (or via teleconference) or represented by proxy in order to hold the FWAC Meeting and conduct business. This is called a quorum. FWAC Ordinary Shares will be counted for purposes of determining the existence of a quorum if the shareholder (a) is present in person (or via teleconference) and entitled to vote at the FWAC Meeting or (b) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum, the FWAC Meeting will be adjourned to the next business day at the same time and place or to such other time and place as the FWAC Board may determine.

MIC. At the MIC Meeting, the presence in person or by proxy of stockholders entitled to cast at least 50% of all the votes entitled to be cast at the MIC Meeting shall constitute a quorum. Abstentions and broker non-votes, if any, will be included in determining whether a quorum is present. A broker non-vote is a vote that is not cast on a non-routine matter because the shares entitled to cast the vote are held in the name of a broker, bank or other nominee, the broker, bank or other nominee lacks discretionary authority to vote the shares and the broker, bank or other nominee has not received voting instructions from the beneficial owner of the shares. Because all of the proposals to be voted on at the MIC Meeting are “non-routine” matters, brokers, banks and other nominees will not have authority to vote on any proposals unless instructed, so MIC does not expect there to be any broker non-votes at the MIC Meeting.

Q: When is the Merger expected to occur?

A: The Merger is expected to close two business days following the date on which all conditions set forth in Article IX of the Merger Agreement are satisfied or waived. The expected date of the Merger and the date on

24

which the Merger closes (the “Closing Date”) have not yet been determined but are expected to occur during the second quarter of 2023. The Merger is subject to various conditions, and it is possible that factors beyond FWAC’s and MIC’s control could result in the Merger not being completed.

Q: Following the Merger, will FWAC’s securities continue to trade on a stock exchange?

A: Yes. FWAC anticipates that, following consummation of the Merger, New MIC Common Stock will be listed on the NYSE under the symbol “BEEP”.

Q: Who will manage New MIC?

Q: What happens if the Merger is not consummated?

MIC. If the Merger is not completed, then (a) the holders of shares of MIC Common Stock will retain ownership of their MIC Common Stock and will not receive any consideration for their shares of MIC Common Stock, (b) the holders of shares of MIC Preferred Stock will retain ownership of their MIC Preferred Stock and will not receive with respect to each share of MIC Series 1 Preferred Stock, one share of New MIC Series 1 Preferred Stock and with respect to each share of MIC Series A Preferred Stock, one share of New MIC Series A Preferred Stock (collectively, the “MIC Preferred Stock Merger Consideration”) and (c) FWAC will not assume all outstanding warrants to purchase MIC Common Stock and they will not be converted into the right to receive the New MIC Warrants. If the Charter Amendment Proposal or the MIC Merger Proposal are not approved, the Merger will not be completed and MIC stockholders will remain stockholders in MIC as a non-listed company. If the Merger Agreement is terminated under certain circumstances, MIC may be obligated to pay FWAC a termination fee of $4.0 million if the transaction is terminated in connection with a superior proposal or an adverse recommendation change by the MIC Board.

Q: What happens to the funds deposited in the Trust Account following the Merger?

A: Following the closing of the Merger, holders of FWAC Class A Shares (other than the Private Placement Shares) exercising redemption rights will receive their per share redemption price out of the funds in the Trust

25

Q: Did the FWAC Board or MIC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Merger?

A: FWAC. FWAC did not obtain a third-party valuation or fairness opinion in connection with the Merger. FWAC is not required to obtain an opinion from an unaffiliated third party that the price it is paying is fair to its public shareholders from a financial point of view. FWAC has conducted its own due diligence and calculations and has engaged in comprehensive discussions with MIC. Based on these efforts, FWAC believes the valuation offered by MIC is favorable to FWAC and its shareholders. The FWAC Board believes that because of the background of its directors, it is qualified to conclude that MIC’s fair market value was at least 80% of FWAC’s net assets. Because the FWAC Board did not obtain a fairness opinion to assist it in its determination, FWAC shareholders must rely solely on the judgment of the FWAC Board, and the FWAC Board may be incorrect in its assessment of the Merger.

Q: Do any of FWAC’s directors or officers have interests that may conflict with the interests of FWAC’s shareholders with respect to the Merger and do any of MIC’s executive officers or directors have interests in the Merger that may differ from those of MIC’s stockholders?

26

27

As of the date of this joint proxy statement/prospectus, Mr. Chavez, Ms. Hogue and Mr. Osher beneficially own as the controlling persons of Color Up, LLC, a Delaware limited liability company (“Color Up”), 2,624,831 shares of MIC Common Stock, or 33.8% of the outstanding shares of MIC Common Stock as of such date, the warrant to purchase up to 1,702,128 shares of MIC Common Stock for an exercise price of $11.75 per share for an aggregate cash purchase price of up to $20,000,000 issued to Color Up pursuant to the that certain Equity Purchase and Contribution Agreement, dated January 8, 2021, by and among MIC, the Operating Partnership, Vestin Realty Mortgage I, Inc., a Maryland corporation (“VRMI”), Vestin Realty Mortgage II, Inc., a Maryland corporation (“VRMII”), Michael V. Shustek (together with VRMI and VRMII, the “Former Advisor”), and Color

28

For further information about these interests, see “Risk Factors—Risks Related to MIC’s Business and Industry” and “The Merger—Interests of Certain Persons in the Merger-MIC”.

Q. How will FWAC’s shareholders and MIC’s stockholders be affected by the Merger?

Q. What equity stake will current FWAC shareholders and MIC common stockholders hold in New MIC after the consummation of the Merger?

A. As of the date of this joint proxy statement/prospectus, there are 28,407,000 FWAC Class A Shares and 6,875,000 FWAC Class B Shares issued and outstanding. In addition, as of the date of this joint proxy statement/

29

30

31

Q: Will FWAC shareholder’s experience dilution as a result of the Merger?

32

Q: What happens if a substantial number of public shareholders vote in favor of the Merger Proposal and exercise their redemption rights?

A: FWAC’s public shareholders may vote in favor of the Merger and still exercise their redemption rights, although they are not required to vote for or against the Merger, or vote at all, in order to exercise such rights. Accordingly, the Merger may be consummated even though the funds available from the Trust Account and the number of FWAC shareholders are substantially reduced as a result of redemptions by public shareholders. Although the requirement that FWAC have at least $5,000,001 of net tangible assets is expected to be satisfied as a result of the PIPE Investments, even if all of the FWAC Class A Shares are redeemed, with fewer Public Shares and public shareholders, the trading markets for New MIC Common Stock following the closing of the Merger may be less liquid than the market for FWAC Class A Shares were prior to the Merger, and New MIC may not be able to meet the listing standards of Nasdaq or an alternative national securities exchange. In addition, with less funds available from the Trust Account, the capital infusion from the Trust Account into New MIC’s business will be reduced and New MIC may not be able to fully achieve its business plans or goals.

Q: Will FWAC enter into any financing arrangements in connection with the Merger?

A: Yes. Substantially concurrent with the Domestication, FWAC will consummate the sale of an aggregate of 1,200,000 shares of New MIC Common Stock at a purchase price of $10.00 per 1.2 shares, for an aggregate purchase price of $10,000,000, to the Initial PIPE Investor. In addition, under the Merger Agreement, FWAC and MIC have agreed to use commercially reasonable efforts to obtain commitments from other PIPE Investors.

Q: Will holders of FWAC Class A Shares be subject to U.S. federal income tax as a result of the Domestication?

Q: Why is FWAC proposing the Domestication Proposal?

A: The FWAC Board believes that there are significant advantages to FWAC that will arise as a result of a change of FWAC’s domicile to Maryland. Further, the FWAC Board believes that any direct benefit that the Maryland General Corporation Law (the “MGCL”) provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The FWAC Board believes that there are several reasons why a reincorporation in Maryland is in the best interests of FWAC and its shareholders, including:

33

To effect the Domestication, FWAC will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file articles of incorporation and articles of conversion with the Maryland State Department of Assessments and Taxation, under which FWAC will be domesticated and continue as a Maryland corporation.

The approval of the Domestication Proposal is a condition to the closing of the Merger under the Merger Agreement. The approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Law, being the affirmative vote of holders of at least two-thirds of the FWAC Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the FWAC Meeting. Abstentions and broker non-votes, if any, while considered present for the purposes of establishing a quorum, will not count as votes cast at the FWAC Meeting.

Q: What amendments will be made to the Memorandum and Articles of Association?

Q. Why is MIC proposing the Charter Amendment?

A. The charter of MIC (the “MIC Charter”) currently contains substantive and procedural requirements for Roll-Up Transactions involving a Roll-Up Entity. Roll-Up Transaction refers to certain transactions involving the acquisition, merger, conversion or consolidation, directly or indirectly, of MIC and the issuance of securities of a Roll-Up Entity that is created or would survive after the successful completion of the Roll-Up Transaction. This definition does not include (a) a transaction involving securities of MIC that have been listed on a national securities exchange for at least 12 months or (b) a transaction involving MIC’s conversion to corporate, trust or association form if, as a consequence of the transaction, there would be no significant adverse change in stockholder voting rights, the term of MIC’s existence, compensation to its advisor or sponsor or MIC’s investment objectives. A Roll-Up Entity is a partnership, real estate investment trust, corporation, trust or similar entity that would be created or would survive after the successful completion of a proposed Roll-Up Transaction.

Pursuant to these Roll-Up Transactions provisions of the MIC Charter, MIC stockholders who vote “no” on the MIC Merger Proposal would be entitled to the choice of: (a) accepting the shares of New MIC Common Stock or (b) one of the following: (i) remaining as holders of shares of MIC Common Stock and preserving their interests therein on the same terms and conditions as existed previously or (ii) receiving cash in an amount equal to the stockholder’s pro rata share of the appraised value of MIC’s net assets. In addition, under the MIC Charter,

34

MIC would be prohibited from participating in any Roll-Up Transaction: (a) that would result in the common stockholders having voting rights in a Roll-Up Entity that are less than those provided in the MIC Charter; (b) that includes provisions that would operate to materially impede or frustrate the accumulation of shares by any purchaser of the securities of the Roll-Up Entity, except to the minimum extent necessary to preserve the tax status of the Roll-Up Entity, or which would limit the ability of an investor to exercise the voting rights of its securities of the Roll-Up Entity on the basis of the number of shares held by that investor; (c) in which investors’ rights to access records of the Roll-Up Entity will be less than those provided in the MIC Charter; or (d) in which any of the costs of the Roll-Up Transaction would be borne by MIC if the Roll-Up Transaction is rejected by the MIC stockholders. The provisions of the MIC Charter subject to the proposed amendment (the “Charter Amendment”) would also require MIC to obtain an appraisal of its net assets from an independent appraiser. The Merger would be considered a Roll-Up Transaction under the definition in the MIC Charter and, accordingly, if the Charter Amendment is not approved and implemented, MIC would not be able to consummate the Merger because (a) the holders of MIC Common Stock will not have the same voting rights or inspection rights as holders of the shares of New MIC Common Stock and (b) the cost of the Merger will be borne by MIC if the Merger is rejected by the MIC stockholders. For further information, see “Comparison of Rights of New MIC Stockholders and MIC Stockholders” of this joint proxy statement/prospectus.

MIC believes that these provisions, if not amended, would preclude MIC and FWAC from consummating the Merger because, among other things, MIC has not undertaken, and does not intend to undertake, the appraisal process required in connection with the Roll-Up Transactions provisions of the MIC Charter. Because of the effect of these provisions on the Merger, the MIC Board determined that it was in the best interests of MIC to amend the MIC Charter to eliminate these provisions effective prior to the effective time to effect the Merger and related transactions.

A copy of the Articles of Amendment containing the Charter Amendment is attached to this joint proxy statement/prospectus as Annex L.

Q: Are FWAC shareholders or MIC stockholders entitled to appraisal or dissenters’ rights in connection with the Merger and related transactions?

A: FWAC. No. Dissenter rights are not available to holders of FWAC Ordinary Shares under the Cayman Islands Companies Law or under the governing documents of FWAC in connection with the FWAC Proposals.

MIC. MIC stockholders are not entitled to exercise any rights of an objecting stockholder in connection with the Charter Amendment or the Merger. For further information, see “The Merger—Appraisal Rights” of this joint proxy statement/prospectus. Since the consummation of the Merger is conditioned on the approval of the Charter Amendment Proposal, a MIC stockholder who votes “no” with respect to the Merger will not be entitled to

35

receive cash in an amount equal to the MIC stockholder’s pro rata share of the appraised value of MIC’s net assets assuming the Charter Amendment Proposal and the MIC Merger Proposal are approved.

Q: What should I do if I receive more than one set of voting materials?

A: You may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

QUESTIONS AND ANSWERS ABOUT THE FWAC MEETING

Q: What is being voted on at the FWAC Meeting?

A: Below are the FWAC Proposals that the FWAC’s shareholders are being asked to vote on:

2. Proposal 2: The Domestication Proposal — To consider and vote upon a proposal to approve by special resolution the change of FWAC’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating by means of a corporate conversion as a corporation incorporated under the laws of the State of Maryland.

3. Proposal 3: The Charter Proposal — To consider and vote upon a proposal to approve by special resolution the articles of amendment and restatement of FWAC in connection with the Domestication.

4. Proposal 4(A) – 4(I): The Governance Proposals — To approve and adopt, on a non-binding advisory basis and by ordinary resolution, certain governance provisions set forth in the Proposed Organizational Documents, which are being separately presented in accordance with the requirements of the SEC.

36

5. Proposal 5: The Directors Proposal — To consider and vote upon a proposal to approve by ordinary resolution of the holders of FWAC Class B Shares the following individuals to serve as members of the New MIC Board following the consummation of the Merger:

8. Proposal 8: The FWAC Adjournment Proposal — To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the FWAC Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the FWAC Required Proposals.

37

Each of Proposals 1, 2, 3, and 7 is cross-conditioned on the approval of each other. Each of the Directors Proposal and the Share Plan Proposal are conditioned on the Cross Conditioned Proposals. The FWAC Adjournment Proposal and the Governance Proposals are not conditioned upon the approval of any other proposal set forth in this joint proxy statement/prospectus.

Approval of each of the Domestication Proposal and the Charter Proposal will require a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the issued and outstanding FWAC Ordinary Shares present and entitled to vote thereon and who vote at the FWAC Meeting or any postponement or adjournment thereof. Approval of each of the Merger Proposal, the Governance Proposals, the Directors Proposal, the Share Plan Proposal, the Nasdaq Proposal and the FWAC Adjournment Proposal will require an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued and outstanding FWAC Ordinary Shares present and entitled to vote thereon and who vote at the FWAC Meeting or any postponement or adjournment thereof.

Under the terms of the Memorandum and Articles of Association, only the holders of FWAC Class B Shares are entitled to vote on the Directors Proposal.

For more information see “Proposal 1 — The Merger Proposal,” “Proposal 2 — The Domestication Proposal,” “Proposal 3 — The Charter Proposal,” “Proposal 4(A)-(I) — The Governance Proposals”, “Proposal 5 — The Directors Proposal,” “Proposal 6 — The Share Plan Proposal,” “Proposal 7 — The Nasdaq Proposal,” and “Proposal 8 — The FWAC Adjournment Proposal”.

Q: When and where is the FWAC Meeting?

U.S. and Canada Toll Free:

International Toll:

Participant Passcode:

As a registered stockholder, you received a Notice and Access instruction form or proxy card from Continental Stock Transfer & Trust Company (“Continental”). Both forms contain instructions on how to attend the virtual FWAC Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at the phone number or e-mail address below. Continental’s contact information is as follows: +1 (917) 262-2373, or email proxy@continentalstock.com.